Terms and Conditions

Article 1 – Definitions

In these general terms and conditions, the following is understood:

• ApiCheck: the trade name of MRWD Ecommerce, based in Dieren, KvK: 78384028, VAT: NL861369725B01.
• Client / Principal: natural or legal person entering into an agreement with MRWD Ecommerce.
• Agreement: any agreement (including trial versions) in which ApiCheck provides services to the client.
• Services: including completing address data, checking email addresses, checking phone numbers via ApiCheck's API.
• API key: unique access code for using ApiCheck's services.
• Force majeure: all circumstances beyond ApiCheck's influence that prevent fulfillment of obligations.

Article 2 – Identity of the Entrepreneur

Article 3 – Applicability

1. These terms apply to all offers, agreements and delivery of services or products by ApiCheck.
2. By entering into an agreement (including during trial use), the client declares to agree to these terms.
3. Deviating terms from the client are expressly excluded, unless agreed in writing.
4. If a provision is invalid, the rest of the terms remain in force. The invalid provision will be replaced by a provision that approaches the original purpose as closely as possible (conversion clause).

Article 4 – Offer and Formation of Agreement

1. All offers are non-binding.
2. The agreement is concluded when the client places an order or registers for use of the service (including with a trial account).
3. ApiCheck reserves the right to refuse a request for an agreement without stating reasons.

Article 5 – Subscription, Duration and Termination

1. The client enters into a monthly or annual subscription, unless agreed otherwise in writing.
2. Subscriptions are tacitly renewed unless terminated in writing no later than before the end of the current period.
3. Termination can take place at any time with effect from the end of the current subscription period.
4. ApiCheck has the right to (temporarily) block an account in case of overload or suspected abuse.
5. ApiCheck may suspend or terminate its services at any time in case of suspected improper use or violation of these terms.

Article 6 – Prices and Payment

1. All prices are in euros, excluding VAT and any administrative costs, unless stated otherwise.
2. ApiCheck may adjust rates annually and will announce changes at least 1 month in advance.
3. In case of price increase, the client has the right to terminate the agreement effective on the date of the change.
4. Invoicing takes place monthly or annually. With automatic authorization, the client gives permission for collection.
5. In case of exceeding the subscription limit, a modified rate applies per extra API-call. The client receives a warning by e-mail at 80% & 100% usage.
6. In case of late payment, the client owes statutory commercial interest and collection costs.

Article 7 – Use of the Service and API

1. The API key is strictly personal and may not be shared or made public.
2. The client is responsible for safe use of his API key(s) and reporting abuse.
3. In case of suspected abuse, ApiCheck can immediately block API access and/or provide a new key.
4. Resale or redistribution of the service is only permitted with written permission from ApiCheck.
5. The client may use the service exclusively for the agreed purposes. Reverse engineering, copying or manipulating systems is prohibited.
6. Fair use: ApiCheck may limit or block use that threatens system stability through disproportionate use.
7. ApiCheck advises not to use the API as a crucial part of business processes.

Article 8 – Availability and Maintenance

1. ApiCheck makes efforts to keep the service available, but does not guarantee uninterrupted or error-free operation.
2. ApiCheck is entitled to perform maintenance or updates. During maintenance, the service may be (temporarily) unavailable.
3. In case of disruptions, ApiCheck will strive to provide a temporary alternative solution. This is an effort obligation, not a result obligation.
4. ApiCheck offers no service levels (SLA's), unless agreed otherwise in writing.
5. Plugins and software components issued by ApiCheck itself fall under these general terms. ApiCheck strives to keep these plugins technically up-to-date and compatible, but cannot guarantee they will function flawlessly in all environments or with all systems. The client is responsible for correct installation, configuration and testing of the plugin in his own environment. ApiCheck is not liable for damage resulting from an improperly functioning plugin, unless there is intent or conscious recklessness on the part of ApiCheck.

Article 9 – Liability and Exclusions

1. Use of the service is at the client's own risk.
2. ApiCheck accepts no liability for damage resulting from:
   • Not (timely) functioning of the service;
   • Incorrect or incomplete data;
   • Influence of other plugins, software or systems from third parties;
   • Use of the service in business-critical processes;
   • Incorrect use or misconfiguration by the client;
   • Loss, abuse or theft of API keys.
3. ApiCheck is not liable for indirect damage, consequential damage, lost profit, loss of data or reputational damage.
4. The maximum liability is limited to the amount the client has paid in the 12 months preceding the incident.
5. Damage must be reported in writing within 30 days of discovery.
6. This exclusion does not apply in case of intent or conscious recklessness on the part of ApiCheck.

Article 10 – Force Majeure

1. ApiCheck is not obliged to fulfill in case of force majeure.
2. Force majeure includes: disruptions at suppliers, data suppliers, internet or power outages, DDoS attacks, government measures or pandemics.
3. During force majeure, obligations are suspended. If force majeure lasts longer than 30 days, both parties have the right to terminate the agreement.

Article 11 – Data Processing Agreement (GDPR)

1. If ApiCheck processes personal data on behalf of the client, it is a processor and the client is the data controller.
2. At the client's request, ApiCheck will conclude a data processing agreement in accordance with GDPR requirements.
3. ApiCheck processes personal data exclusively according to the client's written instructions and appropriate security measures.

Article 12 – Intellectual Property

1. All intellectual property rights on the services, software and content delivered by ApiCheck rest with ApiCheck or its licensors.
2. The client is not allowed to copy, reproduce or make public parts of the service without written permission.
3. Nothing from the website or API may be multiplied or reused without permission.

Article 13 – Applicable Law and Disputes

1. Dutch law applies to all legal relationships between client and ApiCheck.
2. Disputes are exclusively submitted to the competent court of the Gelderland district court, Arnhem location.
3. Consumers can also file a complaint via the European Commission's ODR platform: http://ec.europa.eu/odr.

Article 14 – Privacy

1. ApiCheck processes personal data in accordance with its privacy policy and applicable privacy legislation.
2. The client has the right to inspect, correct or delete his personal data.
3. Personal data will not be provided to third parties without legal basis or permission.

Article 15 – Changes and Location

1. ApiCheck reserves the right to change these general terms.
2. The most current version is always available on ApiCheck.nl.
3. In case of substantive changes, the client will be informed thereof in writing.

Article 16 – Export and Usage Restrictions

1. The client declares that he does not use the service in violation of national or international laws and regulations, including export and sanction laws.
2. ApiCheck is entitled to suspend or terminate access to the service in case of suspected violations.